Global Brass And Copper Holdings, Inc. Announces Offering Of 3,750,000 Shares By Selling Shareholder

Global Brass and Copper Holdings, Inc. (the “Company”) (NYSE: BRSS) today announced the commencement of an underwritten public offering of 3,750,000 shares of its common stock by Halkos Holdings, LLC, an affiliate of KPS Capital Partners, LP. The Company will not receive any proceeds from the offering. The total number of shares of the Company’s common stock outstanding will not change as a result of the offering.

Morgan Stanley & Co. LLC is acting as the sole underwriter for the offering.

A registration statement relating to these securities has been filed and declared effective with the U.S. Securities and Exchange Commission (“SEC”). This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of such shares of common stock in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of these securities is being made only by means of a prospectus, copies of which may be obtained from the office of the underwriter: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.

About Global Brass and Copper Holdings, Inc.

The Company is a leading, value-added converter, fabricator, distributor and processor of specialized copper and brass products in North America. It engages in metal melting and casting, rolling, drawing, extruding and stamping to fabricate finished and semi-finished alloy products from processed scrap, copper cathode and other refined metals. The Company’s products include a wide range of sheet, strip, foil, rod, tube and fabricated metal component products that are sold under the Olin Brass, Chase Brass and A.J. Oster brand names. The Company’s products are used in a variety of applications across diversified end markets, including the building and housing, munitions, automotive, transportation, coinage, electronics/electrical components, industrial machinery and equipment and general consumer end markets. It accesses these end markets through direct mill sales, its captive distribution network and third-party distributors.

Cautionary Information Regarding Forward-Looking Statements

The foregoing disclosure contains “forward-looking statements” that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “projects,” “may,” “would,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates” or similar expressions that relate to the Company’s strategy, plans or intentions. All statements the Company makes relating to its estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to its expectations regarding future industry trends are forward-looking statements. In addition, the Company, through its senior management, from time to time makes forward-looking public statements concerning its expected future operations and performance and other developments. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may change at any time, and, therefore, actual results may differ materially from those that the Company expected. The Company derives many of its forward-looking statements from operating budgets and forecasts, which are based upon many detailed assumptions. While the Company believes that its assumptions are reasonable, the Company cautions that it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. All forward-looking statements contained in the above are based upon information available to the Company on the date hereof.

Important factors that could cause actual results to differ materially from the Company’s expectations, which are referred to as “cautionary statements,” are disclosed under “Risk Factors” in the Prospectus, dated January 9, 2014. All forward-looking information in the prospectus and subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that the Company believes could affect its results include:
  • the impact of its substantial indebtedness, including the effect of its ability to borrow money, fund working capital and operations and make new investments;
  • general economic conditions affecting the markets in which its products are sold;
  • its ability to implement its business strategies, including acquisition activities;
  • its ability to continue implementing its balanced book approach to substantially reduce the impact of fluctuations in metal prices on its earnings and operating margins;
  • shrinkage from processing operations and metal price fluctuations, particularly copper;
  • the condition of various markets in which its customers operate, including the housing and commercial construction industries;
  • its ability to maintain business relationships with its customers on favorable terms;
  • its ability to compete effectively with existing and new competitors;
  • limitations on its ability to purchase raw materials, particularly copper;
  • fluctuations in commodity and energy prices and costs;
  • its ability to maintain sufficient liquidity as commodity and energy prices rise;
  • the effects of industry consolidation or competition in its business lines;
  • operational factors affecting the ongoing commercial operations of its facilities, including technology failures, catastrophic weather-related damage, regulatory approvals, permit issues, unscheduled blackouts, outages or repairs or unanticipated changes in energy costs;
  • supply, demand, prices and other market conditions for its products;
  • its ability to accommodate increases in production to meet demand for its products;
  • its ability to continue its operations internationally and the risks applicable to international operations;
  • government regulations relating to its products and services, including new legislation relating to derivatives and the elimination of the dollar bill and EPA regulations regarding the registration and marketing of anti-microbial copper products;
  • its ability to maintain effective internal control over financial reporting as the Company becomes subject to public company requirements;
  • its ability to realize the planned cost savings and efficiency gains as part of its various initiatives;
  • workplace safety issues;
  • its ability to retain key employees;
  • adverse developments in its relationship with its employees or the future terms of its collective bargaining agreements;
  • rising employee medical costs;
  • environmental costs and its exposure to environmental claims;
  • its exposure to product liability claims;
  • its ability to maintain cost-effective insurance policies;
  • its ability to maintain the confidentiality of its proprietary information and to protect the validity, enforceability or scope of its intellectual property rights;
  • its limited experience managing and operating as an SEC reporting company;
  • its ability to service its substantial indebtedness;
  • fluctuations in interest rates; and
  • restrictive covenants in its indebtedness that may adversely affect its operational flexibility.

The Company cautions you that the foregoing list of factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained herein may not in fact occur. Accordingly, investors should not place undue reliance on those statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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